ABN 82 110 884 252

22 January 2010

Companies Announcement Office ASX Limited 20 Bridge Street Sydney NSW 2000

Notice of General Meeting

Eldore Mining Corporation Limited ( the Company ) advises that a Notice of General Meeting ( Notice ) to be held on Thursday, 25 February 2010 has been despatched to shareholders. The Notice of General Meeting, together with an Explanatory Statement, is attached.

As contemplated in the Company’s announcement on 7 January 2010, the Notice proposes the issue of new securities to raise additional capital to provide working capital and funding for new projects. As a result of the announcement on 13 January 2010 that the Company had entered into an agreement to earn a 60% interest in the Mt Hagen Project in Papua New Guinea, the Board has resolved to increase the amount of the capital raising in line with the resolutions contained in the Notice.

Yours faithfully

N J Bassett Company Secretary

Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8483 Fax 08 9388 8450

Eldore Mining Corporation Limited ABN 82 110 884 252

Notice of General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting Thursday, 25 February 2010

Time of Meeting 11.00AM (WST)

Place of Meeting The Esplanade River Suite Hotel 112 Melville Parade Como WA 6152

ELDORE MINING CORPORATION LIMITED

ABN 82 110 884 252

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Eldore Mining Corporation Limited ( Eldore or the Company ) will be held at 11am on Thursday, 25 February 2010 at, the Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the matters to be considered as Special Business.

AGENDA

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions as an ordinary resolutions:

1. Ratification of Placement – 20 January 2010

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 37,804,000 Shares at an issue price of $0.01 each, to the parties listed in the Explanatory Statement accompanying this Notice of General Meeting and otherwise on the basis set out therein, is ratified and approved."

The Company will disregard any votes cast on this resolution by the parties who participated in the issue as listed in the Explanatory Statement and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Proposed Grant of Options

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue within three months of the date of this meeting of 18,902,000 Options, such Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Proposed Capital Raising – Shares and Options

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment of 5,296,000 Shares at a subscription price of $0.01 each, (together with the grant of one free Option for every two Shares subscribed for and issued), and otherwise on the terms and conditions contained in the Explanatory Statement forming part of this Notice of General Meeting, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Eldore Mining Corporation Limited

4. Proposed Capital Raising – Shares and Options

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment of up to 500,000,000 Shares at a subscription price of $0.01 each, (together with the grant of one free Option for every two Shares subscribed for and issued), and otherwise on the terms and conditions contained in the Explanatory Statement forming part of this Notice of General Meeting, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Proposed Capital Raising - Options

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the issue of up to 150,000,000 Options at an issue price of $0.001 each, such options to be issued on the terms and conditions set out in the Explanatory Statement forming part of this Notice of General Meeting, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Issue of Shares – Acquisition of Mining Tenement

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 15,000,000 Shares to Ajava Holdings Pty Ltd as consideration for the acquisition of Exploration Licence 28/1294, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of General Meeting, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting at the General Meeting

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11am on 23 February 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

BY ORDER OF THE BOARD

Neville Bassett Company S ecretary Dated: 21 January 2010

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Eldore Mining Corporation Limited

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Eldore Mining Corporation Limited ( Eldore or the Company ) in connection with the Special Business to be conducted at the general meeting of members to be held at 11am on Thursday, 25 February 2010 at the Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of General Meeting.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 relevantly provides that the prior approval of the shareholders of Eldore is required to an issue of equity securities if the securities will, when aggregated with the securities issued by Eldore during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The issue and allotment of Shares outlined in resolution 1 did not exceed the 15% limit, however, ASX Listing Rules 7.1 and 7.4 provide that, where a company in general meeting ratifies an issue of equity securities the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities without exceeding the 15% in 12 months limitation.

Shareholder approval is sought so as to refresh Eldore's 15% equity security placement limit pursuant to ASX Listing Rule 7.1.

The information required by ASX Listing Rules 7.1 and 7.5 to be provided to shareholders is contained within this Explanatory Statement and the Notice of General Meeting.

The number of securities to be issued by Eldore under proposed resolutions 2 to 6, when aggregated with the securities issued and for which ratification is sought under resolution 1, will exceed 15% and accordingly shareholder approval is sought for the placements.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this Explanatory Statement and the Notice of General Meeting.

2. RATIFICATION OF PLACEMENT – 20 January 2010 (Resolution 1)

Resolution 1 of the Notice of General Meeting proposes the ratification of the issue and allotment of 37,804,000 Shares, thereby satisfying the requirements of ASX Listing Rule 7.4.

On 20 January 2010 the Company announced that it had completed a capital raising of $431,000 by the placement of 43,100,000 Shares at $0.01 per Share, together with 21,550,000 free attaching Options. The placement was made to sophisticated investors pursuant to section 708 of the Corporations Act.

37,804,000 Shares were issued under the Company’s 15% capacity on 20 January 2010, with the balance (5,296,000 Shares and 21,550,000 Options) subject to shareholder approval. The issue of 5,296,000 Shares and 21,550,000 Options are the subject of resolutions 2 and 3.

The placement of the 37,804,000 Shares was within the 15% annual limit permitted under ASX Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 1 will therefore be to restore the Company’s ability to issue securities within the limit.

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Eldore Mining Corporation Limited

In compliance with the information requirements of ASX Listing Rule 7.5 members are advised of the following particulars in relation to the placement:

• (a) Number of securities allotted:

37,804,000 Shares

• (b) Price at which the securities were issued:

$0.01 per Share, together with (subject to shareholder approval as contemplated by Resolution 2) the grant of one free Option for every two Shares subscribed for and issued.

• (c) Terms of the securities:

The Shares rank equally in all respects with the existing Shares on issue. The Options, if approved by shareholders, will be issued on the terms and conditions as outlined in Appendix “A”.

• (d) Names of the allottees:

The Shares were issued to sophisticated investors pursuant to section 708 of the Corporations Act.

No related party participated in the allotment of Shares.

• (e) Intended use of funds raised:

Funds raised from the issue will be applied for working capital expenditure.

3. GRANT OF OPTIONS (Resolution 2)

Resolution 2 of the Notice of General Meeting proposes the grant of 18,902,000 Options to the parties that subscribed for Shares in the placement completed on 20 January 2010 (Resolution 1), on the basis of one free Option for every two Shares subscribed for and issued.

Application will not at this stage be made for official quotation of the Options. However, the Company will apply for official quotation of the Shares issued upon exercise of the Options. In the event that the requirements for official quotation of the Options as a separate class of securities is satisfied, application for official quotation of the Options will be made to ASX.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of options:

• (a) Maximum number of Options to be issued:

18,902,000

• (b) Date by which Eldore will issue Options:

No later than three months after the date of the meeting.

• (c) Price at which Options to be issued:

The Options are being issued free on the basis of one Option for every two Shares issued to subscribers to the placement of Shares undertaken on 20 January 2010 and which is more particularly described in section 2 above.

• (d) Names of the allottees:

The allottees are as described in section 2 (d).

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Eldore Mining Corporation Limited

(e) Terms of issue:

The Options will be issued on the terms and conditions as outlined in Appendix “A”.

• (f) Intended use of funds raised:

The Options will be issued free of charge. There are no funds being raised from the allotment as the Options will be issued as part of the securities package paid for by subscribers to the placement of Shares on 20 January 2010, and which are being granted on the basis of one Option for every two Shares subscribed for and issued.

Funds raised from the exercise of Options will be applied in furtherance of exploration on the company’s mineral exploration projects and other working capital expenditure.

• (g) Dates of allotment:

Allotment will occur on one date, anticipated to be within 5 business days of the date of the meeting, and in any event will occur no later than three months after the date of the meeting.

4. CAPITAL RAISING – SHARES AND OPTIONS (Resolution 3)

Resolution 3 of the Notice of General Meeting proposes the issue and allotment of 5,296,000 Shares at an issue price of $0.01 each, together with the grant of one free Option for every two Shares subscribed for and issued, to raise $52,960 (before expenses of the issue).

The proposed issue is part of the total placement package announced on 20 January 2010 (refer section 2), and for which shareholder approval is required. The placement proposed pursuant to resolution 3, combined with the issue of Shares and Options under resolutions 1 and 2, will complete a total capital raising of $431,000. An amount of $52,960 is held in trust pending shareholder approval and the issue and allotment of Shares and Options.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Shares and Options pursuant to resolution 3:

• (a) Maximum number of securities to be issued:

5,296,000 Shares and 2,648,000 Options.

• (b) Date by which Eldore will issue securities:

No later than three months after the date of this meeting.

• (c) Price at which securities to be issued:

$0.01 per Share, together with the grant of one free Option for every two Shares subscribed for and issued.

• (d) Basis upon which allottees will be determined:

The allottees are as described in section 2 (d). Directors and their associates are not entitled to participate in the placement.

(e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the terms and conditions as outlined in Appendix “A”.

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Eldore Mining Corporation Limited

• (f) Intended use of funds raised:

Funds raised from the issue will be applied for working capital expenditure. Funds raised from the exercise of Options will be applied in furtherance of exploration on the company’s mineral exploration projects and other working capital expenditure.

• (g) Dates of allotment:

Allotment will occur on one date, anticipated to be within 5 business days of the date of the meeting, and in any event will occur no later than three months after the date of the meeting.

5. CAPITAL RAISING – SHARES AND OPTIONS (Resolution 4)

Resolution 4 of the Notice of General Meeting proposes the issue and allotment of up to 500,000,000 Shares at an issue price of $0.01 each, together with the grant of one free Option for every two Shares subscribed for and issued, to raise up to $5,000,000 (before expenses of the issue).

The purpose of the proposed capital raising is to provide funds in furtherance of exploration on the Company’s mineral exploration projects, retirement of debt and other working capital expenditure.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Shares and Options pursuant to resolution 4:

• (a) Maximum number of securities to be issued:

500,000,000 Shares and 250,000,000 Options.

• (b) Date by which Eldore will issue securities:

No later than three months after the date of this meeting.

• (c) Price at which securities to be issued:

$0.01 per Share, together with the grant of one free Option for every two Shares subscribed for and issued.

• (d) Basis upon which allottees will be determined:

The allottees will be determined at the discretion of the Directors having regard to a number of issues, including:

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• the level of demand for Shares;

• the identification of shareholders with a long term commitment to Eldore; and

• other issues that the Board may consider appropriate from time to time, with preference given to institutional and sophisticated investors.

No related parties are entitled to participate in the proposed placement.

• (e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the terms and conditions as outlined in Appendix “A”.

• (f) Intended use of funds raised:

Funds raised from the issue will be applied in furtherance of exploration on the company’s mineral exploration projects, retirement of debt and other working capital expenditure. Funds raised from the exercise of Options will be applied in furtherance of exploration on the company’s mineral exploration projects and other working capital expenditure.

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Eldore Mining Corporation Limited

• (g) Dates of allotment:

Allotment will occur progressively.

No shareholder/placee would be permitted to have an entitlement exceeding 20% of the issued capital of Eldore pursuant to the placement proposed under Resolution 4 and therefore no change in control of Eldore is anticipated as a result of the placement.

It is proposed that the Share and Option placement be made on the basis described in (d) above and will be issued pursuant to a disclosure document or, where appropriate, as an “excluded issue” pursuant to the Corporations Act 2001.

6. CAPITAL RAISING – OPTIONS (Resolution 5)

Resolution 5 of the Notice of General Meeting proposes the issue and allotment of up to 150,000,000 Options at an issue price of $0.001 each to raise up to $150,000 (before expenses of the issue).

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Options pursuant to resolution 5:

• (a) Maximum number of securities to be issued:

150,000,000 Options.

• (b) Date by which Eldore will issue securities:

No later than three months after the date of this meeting.

• (c) Price at which securities to be issued:

• $0.001 per Option.

• (d) Basis upon which allottees will be determined:

The allottees will be determined at the discretion of the Directors having regard to a number of issues, including:

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• the level of demand for Options;

• the identification of shareholders with a long term commitment to Eldore; and

• other issues that the Board may consider appropriate from time to time, with preference given to institutional and sophisticated investors.

No related parties are entitled to participate in the proposed placement.

• (e) Terms of issue:

The Options will be issued on the terms and conditions as outlined in Appendix “A”.

• (f) Intended use of funds raised:

Funds raised from the issue will be applied in furtherance of exploration on the company’s mineral exploration projects, retirement of debt and other working capital expenditure.

• (g) Dates of allotment:

Allotment will occur progressively.

It is proposed that the Option placement be made on the basis described in (d) above and will be issued pursuant to a disclosure document or, where appropriate, as an “excluded issue” pursuant to the Corporations Act 2001.

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Eldore Mining Corporation Limited

7. ISSUE OF SHARES – ACQUISITION OF MINING TENEMENT (Resolution 6)

Resolution 6 of the Notice of General Meeting proposes the issue and allotment of 15,000,000 Shares as consideration for the acquisition of Exploration Licence 28/1294.

On 7 January 2010, the Company announced that it had reached agreement to acquire 100% of the Wyo Well Project at Kurnalpi, WA. The Wyo Well Project consists of a single Exploration Licence E28/1294 located approximately 90 kilometres east-northeast of Kalgoorlie and immediately east of the historic Kurnalpi Gold Mining Centre.

ElDore will acquire the project outright and will allot 15 million shares to the vendor on receipt of signed transfer documents.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Shares pursuant to resolution 5:

• (a) Maximum number of securities to be issued:

15,000,000 Shares.

• (b) Date by which Eldore will issue securities:

No later than three months after the date of this meeting.

(c) Price at which securities to be issued:

The Shares will be issued as consideration for the acquisition of Exploration Licence 28/1294, the issue price to be determined at the date of issue of the Shares.

(d) Name of Allottee:

Ajava Holdings Pty Ltd

(e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue.

(f) Intended use of funds raised:

There are no funds being raised from the allotment as the Shares are being issued as consideration for the acquisition of Exploration Licence 28/1294.

(g) Dates of allotment:

Allotment will occur on one date, anticipated to be within 5 business days of the date of the meeting, and in any event will occur no later than three months after the date of the meeting.

7. DEFINITIONS

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Eldore Mining Corporation Limited

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Eldore Mining Corporation Limited

APPENDIX "A"

Terms and Conditions of Options

The terms and conditions of the Options are as follows:

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company.

• (b) The Options are exercisable at 3 cents each.

• (c) The Options will expire on 31 December 2012 (the “ Expiry Date

• (d) The Options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e)

• The Options are freely transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the company’s then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (h) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue ), then upon exercise of their Options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue ( bonus shares ) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their Options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the Options.

• (i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

• (j) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

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Eldore Mining Corporation Limited

Proxy Form

The Secretary Eldore Mining Corporation Limited Suite B 150 Hay Street SUBIACO WA 6008

I/We (full name)

of_________________

being a member(s) of Eldore Mining Corporation Limited, hereby appoint as my/our proxy

of_________________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 11am on 25 February, 2010 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

The Chairman intends to vote all undirected proxies in favour of all resolutions.

RESOLUTIONS

• 1 Ratification of Placement – 20 January 2010

• 2 Grant of Options

• 3 Proposed Capital Raising – Shares and Options

• 4 Proposed Capital Raising – Shares and Options

• 5 Proposed Capital Raising –Options

• 6 Issue of Shares – Acquisition of Mining Tenement

FOR AGAINST ABSTAIN                  

If the member is an individual or joint holder:

______ ____ Usual Signature Usual Signature

Dated this day of 2010

If the member is a Company:

Signed in accordance with the Constitution of the company the presence of:

Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2010

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Eldore Mining Corporation Limited

NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Suite B, 150 Hay Street, Subiaco, WA 6008) or sent by facsimile to that office on Fax: 08 9388 8450 to be received not less than 48 hours prior to the time of the meeting.

5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

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Eldore Mining Corporation Limited